Objectives Targacept Diligence and Responsibilities Sample Clauses

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Objectives Targacept Diligence and Responsibilities 

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• SCOPE OF WORK AND RESPONSIBILITIES 1. Interconnection Customer’s Scope of Work and Responsibilities

• CONSULTANT’S RESPONSIBILITIES In addition to all other obligations contained herein, the Consultant agrees, warrants, and represents that: 6.1 The Consultant will furnish all material, equipment, labor and supplies in such quantities and of the proper quality to professionally and timely perform the Services, except as otherwise mutually agreed by the Parties; 6.2 The Consultant shall perform the Services with the professional skill and care ordinarily provided by competent consultants practicing in the same or similar locality and under the same or similar circumstances and professional license; 6.3 The Consultant will comply with the provisions of all federal, state, and local laws, regulations, ordinances, requirements and codes which are applicable to its performance of Services; 6.4 The Consultant is not and will not be bound by any agreement and has not assumed nor will assume any obligation which would, in any way, restrict its ability to perform the Services or be inconsistent with the Services; 6.5 In performing the Services, the Consultant will not use any third party’s confidential or propriety information, or infringe the rights of another party, nor will the Consultant disclose to the Authority, or bring onto the Authority’s premises, or induce the Authority to use any third party’s confidential or proprietary information; 6.6 The Consultant does not have the authority to act for the Authority, bind the Authority in any respect, or incur any debts or liabilities in the name of or on behalf of the Authority, except as otherwise expressly authorized in writing by the Authority; 6.7 Consultant is an independent contractor for the performance of his duties under this Contract. Accordingly, the Consultant shall be responsible for payment of all taxes including federal, state and local taxes arising out of the Consultant’s activities in accordance with this Contract. Consultant is responsible for payment of the compensation, including any withholding, Social Security, or other taxes on such compensation, of any subcontractors retained by Consultant, or Consultant's employees performing Services consistent with its status as an independent contractor and in compliance with all applicable laws and regulations; 6.8 Consultant has and hereby retains full control of any supervision over the Consultant’s obligations hereunder and over any persons employed or subcontracted by the Consultant for performing Services hereunder; 6.9 Consultant will in no way be considered an agent, partner, joint venturer, or employee of Authority at any time during the Term. Consultant will not undertake to commit Authority to any course of action in relation to a third party unless expressly requested and authorized to do so by the Authority in writing. 6.10 As of the Effective Date and at all times while providing Services hereunder, the Consultant shall possess and maintain in good standing any and all licenses or other authorizations and approvals necessary to perform the Services.

• Licensee’s Responsibilities Licensee will be responsible for any and all damage to or relocation of existing facilities. Further, Licensee shall reimburse the City for all costs of replacing or repairing any property of the City, or of others, that is damaged by or on behalf of Licensee as a result of activities under this Agreement.

• Parties Responsibilities Xxxxxxxxxx believes that diversity of ideas and experiences is integral to our educational and clinical missions. Diversity enhances creativity and thoughtfulness in our mission and serves as a catalyst for change which will ultimately lead to better solutions to the healthcare needs of the populations we serve. We believe that only through valuing our differences and similarities, and remaining vigilant in advancing equity, will we be able to maintain an equitable workplace and actively pursue equity in all aspects of our work. We commit to being continuous learners and working alongside others to cultivate equity, diversity and inclusion. A. Residents will provide compassionate, timely and appropriate patient care and serve the Program training sites and their patients. Residents will accept the duties, responsibilities, and rotations assigned by the Program Director and abide by the rules and regulations of the hospitals and clinics to which the resident is assigned to the extent consistent with this Agreement and Providence and Program policies; conduct themselves ethically and professionally in keeping with their position as a physician; and abide by the terms of this Agreement. The Program Director may delegate to a faculty member in the Program any of the authorities, duties and/or responsibilities of the Program Director. References in this Agreement to “Program Director” include a designee, if any, to whom the Program Director has made such a delegation. B. The residency program provides faculty supervision of residents in the Program. This responsibility includes defining Program content, evaluating Program quality and evaluating individual residents’ clinical training and performance. Additionally, Providence and the Program perform a series of administrative and educational functions for the benefit of residents and the participating institutions and clinics. C. Providence, as the sponsoring institution, appoints a Designated Institutional Official (DIO) who, in conjunction with the Graduate Medical Education Committee (“GMEC”), has the responsibility to monitor and ensure compliance with all ACGME Common, Specialty/Subspecialty-Specific Program and Institutional Requirements. Each Program will have two (2) peer-selected resident representatives with full voting privileges on the GMEC. D. The sponsoring and participating institutions provide: educational and clinical opportunities for residents; services and systems to minimize residents’ work that is extraneous to their GME educational goals to include [without limitation] patient support services, laboratory/pathology/radiology services and medical records; funds for resident salaries, funds and/or services for the benefits provided to residents, and funds for administration of the Program. E. Providence and participating institutions will assure the availability of meals; rest and sleeping quarters; and support facilities conducive to the educational process which includes adequate communication resources and technological support. Providence and participating institutions have agreed to provide on-call rooms with available bathroom facilities. There shall be a sufficient number of on-call rooms so that while on-call residents may sleep and have a secured storage area for books and clothing. Providence and participating institutions will assure there are clean and private facilities for lactation that have refrigeration capabilities.

• ARCHITECT’S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner’s knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect’s professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 11.9. § 2.5.1 Commercial General Liability with policy limits of not less than « » ($ « » ) for each occurrence and « » ($ « » ) in the aggregate for bodily injury and property damage. § 2.5.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Architect with policy limits of not less than « » ($ « » ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. § 2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages

• Scope of Responsibilities The Management Committee shall have the following responsibilities: (a) Supervision and review of the work of the other ISO Committees; (b) Review and determination of appeals from actions of the other Committees, and the ability to suspend an action by another Committee pending appeal if the Management Committee determines that such suspension is warranted; (c) Development of procedures for the consideration and determination of requests for the stay of an action by another Committee; (d) Development of positions on ISO operations, policies, rules and procedures and provision of recommendations to the other Committees and the Board; (e) Preparation of the ISO capital and operating budgets for review and approval by the ISO Board; and (f) Subject to Article 19, proposing changes to the ISO OATT, the ISO Services Tariff and this Agreement, reviewing and making recommendations with respect to tariff changes proposed by the ISO Board; (g) Adoption of by-laws for the Management Committee and the review and approval of the by-laws of the other ISO Committees and amendments thereto; (h) Development of procedures and policies for all ISO Committees for the handling of confidential information; and (i) Such other responsibilities and powers conferred on it by the ISO Board. Decisions by the Management Committee may be appealed to the ISO Board by any Party.

• Licensee Responsibilities a. Licensee understands and agrees that all decisions regarding the tax treatment of items reflected on Tax Returns prepared by Licensee using the Software are made solely by Licensee and that use of the Software does not relieve Licensee of responsibility for the preparation, accuracy, content, and review of such Tax Returns. b. Licensee acknowledges that Licensee does not rely upon Drake for advice regarding the appropriate tax treatment of items reflected on Tax Returns prepared and/or processed using the Software. Licensee will review any computations made by the Software and satisfy Licensee that those computations and reporting are correct. c. Licensee is responsible for the keying of all information accurately into the Software, including but not limited to direct deposit information as it pertains to taxpayers’ data for receiving refunds. d. Licensee agrees to abide by and comply with all regulations and laws which pertain to the commercial preparation and electronic filing of Tax Returns, including but not limited to IRS Regulations, publications and other applicable laws. It is a violation of this Agreement AND applicable law for Licensee to falsely indicate to Drake that Licensee has obtained taxpayer’s Code 26 CFR §301.7216 compliant “Consent to e. Licensee agrees not to use the Software or any of Drake’s services for any illegal, fraudulent or otherwise improper purpose. These may include, but are not limited to misrepresenting taxpayer information, falsely representing identities, activities that may circumvent security measures, technical or regulatory requirements or other IRS or State non-compliant activities. If it is determined, in Drake’s sole discretion, Licensee is non- compliant with this Section 4(e), or Licensee has attempted to misrepresent, mislead or otherwise provide false representation(s) as to its compliance with this or any other provision of this Agreement, Licensee shall forfeit all rights to use the Software or services of Drake provided in this Agreement, including but not limited to any rights to refunds of any monies paid to Drake. f. Licensee is solely responsible for the backup and retention of all data, unless such responsibility is specifically accepted by Drake. g. Licensee agrees to provide Drake a copy of Licensee’s completed E-File Application Summary, or other documentation required by Drake regarding ownership of an EFIN used with the Software by Licensee, prior to using the electronic filing services of Drake. Licensee understands that in order to use the electronic filing services of Drake or the IRS a valid EFIN must be obtained and maintained as current from the IRS. h. Licensee shall be responsible for acquiring and maintaining an information technology infrastructure with sufficient capabilities to operate the Software and comply with all provisions of this Agreement. i. Licensee shall not decompile, reverse assemble, or reverse engineer any Software or other information disclosed to Licensee hereunder. j. Licensee shall be responsible for complying with all export controls relating to the Software. k. Licensee shall be responsible to safeguard and prevent unauthorized access to Taxpayer Data. Licensee shall be responsible to secure usernames and passwords that allow access to Taxpayer Data. l. Licensee acknowledges that by using a computer system and the Software to prepare and transmit Tax Returns electronically, Licensee consents to the disclosure of all information relating to its use of the computer system and the Software to generate Tax Returns and to the electronic transmission of Tax Returns to the state and/or federal agency as applicable under existing law. m. Licensee acknowledges and consents to Drake’s collection through use of the Software of non-Tax Return related data and information, including IP address, device and system identifications, and other information required by Drake for its internal business purposes, fraud prevention, data privacy, and maintaining the security and integrity of the tax system and/or the Software.

• Landlord’s Responsibilities (a) Landlord warrants to Tenant that the plumbing, lighting, heating, ventilation and air condition systems serving the Premises shall be in good operating condition on the Commencement Date of this Lease. In the event that Tenant shall notify Landlord of a non-compliance with the foregoing warranty on or before thirty (30) days following the Commencement Date, then Landlord shall promptly rectify same at Landlord’s sole cost and expense. Notwithstanding the foregoing warranty by Landlord, however, Tenant acknowledges and agrees that Landlord’s latest Building maintenance reports estimate that the HVAC units serving the Building will need to be replaced in an approximate 3 to 5 year time period from and after the Commencement Date, and that the roof of the Building will need to be replaced in approximately two (2) years, and that Tenant will bear the amortized cost of such “capital” replacements in accordance with the provisions for amortization contained in Section 4.2(f) of this Lease. (b) Subject to the express provisions of Section 2.4(c) below, Landlord shall correct, repair or replace, at Landlord’s sole cost and expense and not as a Project Cost: (i) any non-compliance of the Building exterior and the Common Areas with the provisions of Title III of the Americans With Disabilities Act (“ADA”) in effect as of the Commencement Date, and (ii) any non-compliance of the Building and the Common Areas with any applicable City of San Diego building or fire codes in effect as of the issuance of building permits therefor. Landlord shall correct, repair or replace any non-compliance of the Building exterior and the Common Areas with any revisions or amendments to the ADA in effect after the Commencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA or building and fire code compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(b) shall be made promptly following notice of non-compliance from any applicable governmental agency. (c) If Tenant’s alterations to the Premises (approved by Landlord pursuant to the provisions of this Lease) subsequent to the Commencement Date require “path of travel” changes or replacements to the Building exterior or to the Common Areas (including, without limitation, replacement of the staircase serving the rear entrance door of the Building) due to compliance with either the City of San Diego building or fire codes which are in effect as of the execution of this Lease (i.e., the 1997 Uniform Building Code) or with the ADA in effect as of the Commencement Date, then Landlord shall reimburse Tenant for the reasonable out-of-pocket cost of constructing such changes or replacements, subject, however, to the following conditions: (i) any such changes or replacements shall be completed by Tenant, and the request for reimbursement(s) shall be submitted to Landlord, by that date which is not later than twenty-four (24) months from and after the Commencement Date of this Lease, and (ii) in no event shall such reimbursement(s) by Landlord exceed the amount of Thirty Thousand Dollars ($30,000.00) in the aggregate. Landlord shall make any such reimbursement(s) to Tenant (or shall credit such reimbursement(s) to rent then next coming due under this Lease), within ten (10) days following written request therefor from Tenant accompanied by invoice(s) or other reasonable evidence of Tenant’s expenditure of said costs.

• Client’s Responsibilities In addition to other responsibilities herein or imposed by law, the Client shall: (a) Designate in writing a person to act as its representative, such person having complete authority to transmit instructions, receive information, and make or interpret the Client's decisions. (b) Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project and all standards of development, design, or construction. (c) Provide the Consultant all available studies, plans, or other documents pertaining to the project, such as surveys, engineering data, environmental information, etc., all of which the Consultant may rely upon. (d) Arrange for access to the site and other property as required for the Consultant to provide its services. (e) Review all documents or reports presented by the Consultant and communicate decisions pertaining thereto within a reasonable time so as not to delay the Consultant. (f) Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and consents from other parties as may be necessary. (g) Obtain any independent accounting, legal, insurance, cost estimating and feasibility services required by Client. (h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the Consultant's services or any defect or noncompliance in any aspect of the project.

• Contractor’s Responsibilities Unless stated specifically to the contrary in the tender with full supporting explanations, the contractor will be deemed to have concurred as a practical manufacturer with the design and layout of the works as being sufficient to ensure reliability and safety in operation, freedom from undue stresses and satisfactory performance in all other essentials as a working material.